Justia Contracts Opinion Summaries

P&P Industries, LLC, d/b/a United Oilfield Services, and Pauper Industries, Inc., appealed a judgment entered in favor of Continental Resources, Inc., after a jury returned a verdict finding United and Pauper's conduct constituted fraud but they did not breach their contracts with Continental. Continental was an oil producer; United and Pauper provided transportation, water hauling, and related services and materials to Continental in North Dakota. Pauper signed a Master Service Contract with Continental, and United signed a Master Service Contract. Continental sued United and Pauper, seeking damages for claims of breach of contract, tortious breach of contract, breach of fiduciary duty, fraud, and deceit. Continental alleged United and Pauper violated state and federal limits and regulations on the number of hours a truck driver may drive; they violated Continental's employee policies, and engaged in improper and fraudulent billing. After a hearing, the district court denied United's motion for summary judgment on Continental's claims; denied Continental's motion for summary judgment on United's breach of contract, promissory estoppel, and tortious breach of contract counterclaims; and denied Continental's motion for summary judgment on its fraud and breach of contract claims. The court granted Continental's motion for summary judgment against United's breach of fiduciary duty and constructive fraud counterclaims. The court also granted summary judgment on Continental's motion related to damages and ruled, if United prevailed at trial, its damages would be limited to the net profits it could have earned during the 30-day termination notice period, overall expenses of preparation, and its expenses in pursuit of reasonable efforts to avoid or minimize the damaging effects of the breach. United unsuccessfully moved for reconsideration of the damages issue. A jury trial was held. In deciding Continental's claims, the jury found neither United nor Pauper breached its contract obligations to Continental, both United and Pauper's conduct was fraudulent or accompanied by fraud, both United and Pauper's conduct was deceitful or accompanied by deceit, and the jury awarded Continental $2,415,000 in damages for its claims against United but did not award Continental any damages for its claims against Pauper. In deciding United's counterclaims, the jury found Continental breached its contract with United, but Continental was excused from performing based on United's prior material breach, United's failure to perform a condition precedent, United's fraud or deceit, and equitable estoppel. Judgment on the jury's findings was entered against Pauper. Continental was awarded its costs and disbursements against United and Pauper, jointly and severally. United and Pauper argued on appeal to the North Dakota Supreme Court that the verdicts were inconsistent and the district court erred in limiting the amount of damages United could seek on its counterclaim. The Supreme Court reversed, finding the "verdict is inconsistent and perverse and cannot be reconciled." The matter was remanded for a new trial. View "Continental Resources, Inc. v. P&P Industries, LLC I" on Justia Law

Dawn Osborne appealed a district court's order granting Brown & Saenger, Inc.'s motion to dismiss for improper venue. In 2011, Brown hired Osborne as a sales representative in its Fargo office to sell office supplies to businesses. Brown was headquartered in South Dakota, but operated as a foreign business corporation in North Dakota. Osborne signed yearly employment contracts with Brown. The parties agreed that the 2015 Employment Agreement was the controlling contract for this action, and it was the only one brought before the district court. The two clauses at issue in deciding the motion to dismiss were the "Agreement Not to Compete" ("non-compete clause") and the "Choice of Law/Forum" clauses. In January 2017, Brown terminated Osborne. Osborne sued Brown, alleging retaliation, improper deductions, and breach of contract. Osborne also sought a declaratory judgment declaring the non-compete clause to be void. Osborne moved for a preliminary injunction seeking to prevent Brown from enforcing the covenant-not-to-compete against her. Brown responded to that motion and moved to dismiss the action for improper venue. Brown argued the forum-selection clause in the employment agreement was valid and therefore a North Dakota court was an improper venue. Brown argued that the clause required the case to be heard by the South Dakota court specified in the agreement. The district court, without ruling on the motion for preliminary injunction, agreed with Brown and granted the motion to dismiss. Additionally, Brown sued Osborne in the state circuit court situated in Minnehaha County, South Dakota, seeking a preliminary injunction against Osborne restricting her actions under the non-compete clause. The North Dakota Supreme Court reversed under N.D.C.C. 28-04.1-03(5), concluding the forum-selection clause in the parties' employment agreement violated North Dakota's public policy against non-compete agreements. The non-compete clause was unenforceable under N.D.C.C. 9-08-06 to the extent it limited Osborne from exercising a lawful profession, trade, or business in North Dakota. View "Osborne v. Brown & Saenger, Inc." on Justia Law

Traill Rural Water District ("TRWD") appealed a judgment that granted damages for overdue rent to Daniel and Marlene Motter ("the Motters"). In 2006 Melba Motter, through her estate's conservator Alerus Financial, leased approximately forty acres of land in rural Steele County to TRWD at $250 per acre for ninety-nine years. Attorneys for both Melba's estate and TRWD negotiated the leases. In January 2011 Daniel Motter, grandson of Melba, and Daniel's wife Marlene acquired title to the land, including the leases. Daniel received offers from TRWD to renegotiate the leases during the period from 2006 to 2011, when he farmed the land but did not own it. Daniel reviewed the TRWD leases in 2014 and claimed back rent of $10,000 per year for the full forty acres from 2011 through 2014. TRWD offered $4,500 compared to Motter's initial calculation of $31,300. The district court acknowledged the mathematical error and adjusted to $51,500 for the five years from 2011 to 2015. The parties' different interpretations led to this lawsuit. The North Dakota Supreme Court concluded the district court did not err in denying reformation of two leases on the Motters' land and did not abuse its discretion in granting a new trial. View "Motter v. Traill Rural Water District" on Justia Law

Keith Candee appealed the grant of summary judgment to his parents, Lyla and Douglas Candee, awarding them an $884,508.83 deficiency judgment following foreclosure of properties in California and North Dakota. Keith and his parents executed a settlement agreement and mutual release of claims in 2013 relating to earlier disputes between the parties about the management of their family assets. Under the settlement agreement, Keith agreed to pay $2.2 million to Lyla and Douglas. The $2.2 million settlement amount was secured by real property in California and North Dakota. A deed of trust in favor of Lyla and Douglas secured the California property, and a mortgage secured the property in North Dakota. The deed of trust securing the California property included a power of sale provision allowing Lyla and Douglas to foreclose the property in a nonjudicial manner via a trustee's sale. After Keith failed to make payments under the settlement agreement, Lyla and Douglas foreclosed the California property. They proceeded with a nonjudicial foreclosure and in January 2014 purchased the property at a trustee's sale for a credit bid of $200,000. Lyla and Douglas foreclosed the North Dakota property and purchased the property for $975,000 at a July 2015 sheriff's sale. In September 2015, Lyla and Douglas sued Keith in North Dakota for a deficiency judgment for the difference between the amount Keith owed under the settlement agreement and the amount Lyla and Douglas obtained through foreclosure of the properties. Keith argued a deficiency judgment was not available under the agreement because California law applied and a deficiency judgment was prohibited under California law. The district court concluded California law applied only to the California property and granted summary judgment to Lyla and Douglas. The court entered an $884,508.83 deficiency judgment against Keith. On appeal, Keith maintained the California anti-deficiency statutes applied to the settlement agreement, and those statutes barred a deficiency judgment in this case. The North Dakota Supreme Court reversed and remanded, concluding California law barred a deficiency judgment in this case as a matter of law. View "Candee v. Candee" on Justia Law

Jesse Craig appealed a judgment awarding TJ Haugrud $120,000 plus interest on Haugrud's breach of contract claim against Craig, dismissing Craig's counterclaims against Haugrud, and sanctioning Craig's attorney $5,000. Haugrud and Craig formed Acquisition, LLC, for the purpose of developing, owning and managing real estate, and each were 50 percent owners of the limited liability company. In October 2016, Haugrud and Craig entered into a written agreement for Craig to purchase Haugrud's interest in the company for $130,000 payable in two installments. Craig paid $10,000 by November 1, 2016 for the first installment, but did not pay the $120,000 second installment which was due by December 1, 2016. Haugrud sued Craig for breach of contract seeking the unpaid installment of $120,000. Craig filed a counterclaim against Haugrud alleging actual fraud, constructive fraud, deceit, unintentional misrepresentation, and civil conspiracy in connection with the parties' business dealings, including transactions between their respective business entities that were not made parties to the lawsuit. The district court granted summary judgment on Haugrud's breach of contract claim because Craig "conceded" he failed to make the second installment payment required by the contract. The court also dismissed Craig's counterclaims for failure to state claims upon which relief can be granted because Craig "treats [Haugrud] as an individual with respect of his sole interest" in the limited liability companies, Craig "made no allegation to pierce the corporate veil," and Craig "treats his own interest" in the limited liability companies "as giving rise to personal claims" which belong to the separate entities. The court further found Craig's "attempt to make [Haugrud] responsible as a shareholder of a corporation, the obligations of the corporation, is not grounded in law" and awarded Haugrud $5,000 in attorney fees as a sanction assessed against Craig's counsel. After review, the North Dakota Supreme Court affirmed the district court's grant of summary judgment on Haugrud's breach of contract claim. The Court reversed dismissal of Craig's counterclaims on the pleadings and the sanction, and remanded for further proceedings. View "Haugrud v. Craig" on Justia Law

Joan Hallin, John Hallin and Susan Bradford (collectively Hallin and Bradford) appeal from a judgment in favor of Inland Oil & Gas Corporation. In 2007, Hallin and Bradford each leased to Inland mineral interests they owned in 160 acres of land in Mountrail County. The leases provided Hallin and Bradford leased to Inland "all that certain tract of land situated in Mountrail County." Hallin and Bradford, along with members of their extended family, owned a fraction of the minerals in the entire 160 acres. On the basis of irregularities in the chain of title, it was unclear whether Hallin and Bradford collectively owned sixty net mineral acres or eighty net mineral acres when the parties executed the leases. Hallin and Bradford believed they owned sixty net mineral acres and their relatives owned sixty acres. When Hallin and Bradford executed the leases, they also received payment drafts for a rental bonus showing they each leased thirty acres to Inland. The leases provide royalty compensation based upon the number of net mineral acres. The North Dakota Supreme Court decided Hallin and Bradford collectively owned eighty net mineral acres and their relatives owned forty net mineral acres. Inland and Hallin and Bradford disagreed whether the leases covered all of Hallin and Bradford's mineral interests. Hallin and Bradford sued Inland, arguing they leased sixty acres and the remaining twenty acres were not leased. Inland argued Hallin and Bradford leased eighty acres because the leases cover all of their mineral interests. The district court granted summary judgment to Inland, concluding the leases were unambiguous and that "as a matter of law, the Hallins and Bradford leased to Inland whatever interest they had in the subject property at the time the leases were executed." Finding no reversible error in that judgment, the North Dakota Supreme Court affirmed. View "Hallin v. Inland Oil & Gas Corporation" on Justia Law

William and Rhonda Kulczyk appealed a district court judgment dismissing their complaint seeking to foreclose a mortgage against Tioga Ready Mix Co. The court held res judicata barred the Kulczyks' foreclosure action on the basis of previous litigation between the parties. After review, the North Dakota Supreme Court reversed and remanded, concluding res judicata did not bar the Kulczyks' foreclosure action against Tioga Ready Mix. View "Kulczyk v. Tioga Ready Mix Co." on Justia Law

A broadly-worded agreement in one contract can require arbitration of disputes arising under related contracts. To determine whether an arbitration provision in one agreement should be applied to other agreements, in addition to the relationship between two or more agreements and their subject matter, courts consider whether the parties to the separate agreements are identical, whether the underlying agreements were executed closely in time, and the breadth of the language used in the arbitration clause. The question whether a particular dispute is arbitrable usually is for judicial determination unless the parties agree otherwise. Gary and Glory Kramlich appealed, and Robert and Susan Hale cross-appealed, an order dismissing the Kramlichs' lawsuit against the Hales and various entities, and directing the parties to submit their disputes to binding arbitration. The North Dakota Supreme Court concluded the district court correctly ordered arbitration of the Kramlichs' claims relating to the operating agreement for Somerset-Minot, LLC, but erred in ordering arbitration of claims relating to Somerset Court Partnership. View "Kramlich v. Hale" on Justia Law

Bremer Bank, the Public Service Commission ("PSC"), Auto-Owners Insurance Company, and Curt Amundson appealed a judgment in a grain warehouse insolvency proceeding involving Grand Forks Bean Company after the district court appointed the PSC as trustee for the sale of dry edible beans from Grand Forks Bean's warehouse, denied Bremer's motion to intervene in the insolvency proceeding, and ordered distribution of the proceeds of the sale of the beans to growers determined to be noncredit-sale receiptholders. We conclude the district court did not err in construing applicable statutory provisions for insolvency proceedings and in applying those provisions. The PSC initially issued a trustee's report concluding all nine bean growers were noncredit-sale receiptholders entitled to participate in the trust fund proceeds and recommending payment of $652,747.92 to those receiptholders based on a December 2014 insolvency date and a market price of $23 per hundredweight on that date. The court ruled eight of the bean growers were noncredit-sale receiptholders entitled to participate in the insolvency trust fund proceeds. The court concluded one grower, Amundson, had a credit-sale contract with Grand Forks Bean under N.D.C.C. 60-04-01(2) and was not entitled to participate in the trust fund proceeds. The court also determined the date of Grand Forks Bean's insolvency under N.D.C.C. 60-04-02 was October 15, 2013, and the market price for beans on that date was $38 per hundredweight. The court determined three growers were entitled to a different price per hundredweight for their beans because they had cash claims with Grand Forks Bean for an agreed price. The court further concluded the PSC was entitled to its costs and expenses under N.D.C.C. sections 60-04-03.1, 60-04-09, and 60-04-10. The court ordered disbursement of the trust fund proceeds and thereafter issued an order denying Auto-Owner's motion for post-hearing relief. The district court denied without prejudice Bremer's motion to intervene to litigate the priority of its security interest, but allowed Bremer to participate in the proceeding "to the full extent provided to any other receiptholder/claimant." Amundson argued the district court erred in concluding he had a credit-sale contract with Grand Forks Bean because the definition of a credit-sale contract in N.D.C.C. 60-02-19.1 controls and required signatures by both the grower and the warehouseman to be a credit-sale contract. Finding no reversible error in the trial court's judgment, the North Dakota Supreme Court affirmed. View "Public Service Commission v. Grand Forks Bean Company, Inc." on Justia Law

A district court has broad discretion on evidentiary matters and its decision to admit or exclude evidence will not be overturned unless it abused its discretion. Issues not raised before the district court will not be considered for the first time on appeal. Brian Linstrom and Leisa Bennett (collectively referred to as the "Linstroms") hired Mike Normile to complete a remodeling of their home for a price of $107,000.00. The Linstroms paid Normile the contract price plus an additional $30,000.00 for certain changes made during the remodel. Normile believed the Linstroms owed more money for the work that was completed. After failing to receive additional payment, Normile put a mechanic's lien on the home. The Linstroms commenced a breach of contract action against Normile after they were unsatisfied with the work completed on their home. The Linstroms' complaint also requested the lien on their home be discharged. Mike Normile appealed after a jury found him liable for breach of contract and awarded damages to the Linstroms. Because the North Dakota Supreme Court concluded each issue raised was either waived or was not error, it affirmed the judgment. View "Linstrom v. Normile" on Justia Law